Ethics Question Forum

[Anonymous User]

Not sure if this is the right forum for this, but I've spent the last two hours researching this on Google, and haven't found much on point.

Can an in-house counsel represent a company officer on their personal matter (no conflict and the company is unaffected by it) if the company is paying the in-house counsel's salary? Is there a clear ethical issue, and, if so, can you point me to articles or sources that discuss it at length?

Thanks in advance for any input.

[Anonymous User]

bump

[Moabit]

Rule 1.7(a) of Model Rules of Professional Conduct prohibits representing of two clients if representation of one is directly adverse to another or if there is a significant risk that representation of one will be materially limited by lawyer's responsibilities to another, unless steps outlined in 1.7(b) are taken. On the facts given, the interests of two clients (a company and an officer) are not adverse, so the concurrent representation of both is allowed.

[Anonymous User]

Although ethically it might not be a violation, there’s a strong argument to be made it’s a misappropriation of company resources since the Company pays your salary to focus on representing the organization, not an individual employee in a person matter.

Professionally it’s also a huge risk considering you likely don’t carry malpractice or E&O insurance. The representation would certainly be out of the scope of your employment at the Company. The company’s insurance policy won’t protect you against a malpractice suit.

[anon sequitur]

think of it this way, if the attorney had two clients, X and Y, then the fact that X is Y's employer wouldn't by itself mean there is some problem with representing them both. The fact that the attorney is in-house with X rather than outside counsel doesn't change the calculus.

[Moabit]

Although ethically it might not be a violation, there’s a strong argument to be made it’s a misappropriation of company resources since the Company pays your salary to focus on representing the organization, not an individual employee in a person matter.

Professionally it’s also a huge risk considering you likely don’t carry malpractice or E&O insurance. The representation would certainly be out of the scope of your employment at the Company. The company’s insurance policy won’t protect you against a malpractice suit.

Well, you asked if there was an ethics issue. There is none. Whether it is prudent or against the rule of your employment depends on the particular circumstances (whether you are representing the officer on your own time, etc.). But I am pretty sure no ethics board would ever bother investigating you for misappropriation of the company's resources by representing the company's officer (even during work hours).